Directors Report of SKP Securities Ltd.

The Directors have pleasure in presenting the Twenty Fifth Annual
Report and Audited Accounts of SKP Securities Ltd. (SKP) for the
Financial Year ended March 31, 2015.

Financial Highlights (In Rs. Lacs)

Particulars Financial Year
2014-2015 2013-2014

Total Income 1107.41 875.22

Total Expenditure 814.17 813.28

Operational Profit 293.24 61.94

Depreciation 33.83 18.12

Profit Before Tax 259.41 43.82

Provision for Tax
(including Deferred Tax Liability) for the year 87.05 14.01

Tax adjustment for earlier year 0.98 18.09

Profit After Tax 171.38 11.72

Appropriations:

Transferred to General Reserve 10.00 -

Proposed Dividend 56.15 -

Tax on Proposed Dividend 11.23 -

Earnings Per Share (Rs.) 3.05 0.21

Net Worth 2315.39 2211.39

Dividend and Reserve

Your Directors take pleasure in recommending payment of dividend @10%
(Rs. 1/- Per share) for the year 2014-2015, subject to approval of
shareholders and transfer Rs. 10 lacs to General Reserve.

Public Deposits

Your Company has not accepted any public deposits from the public or
the Members during the financial year and no amount on account of
principal or interest on public deposits was outstanding as on the date
of the Balance Sheet

Consolidated Financial Statements

In compliance with the Accounting Standards 21 of the Companies
(Accounting Standards) Rules, 2006 and pursuant to the Listing
Agreement with the stock exchanges, the consolidated financial
statements form a part of this Annual Report.

SUBSIDIARY COMPANIES

The statement pursuant to Section 129 of the Companies Act, 2003
relating to subsidiaries forms a part of the financial statement.

During the current year the Company has acquired SKP Insurance Brokers
& Advisors Private Limited as its subsidiary. The Financial Performance
of the subsidiaries included in the consolidated financial statement of
your company is annexed to this report as "Annexure A" in the
prescribed Form AOC-1.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forms an integral part of this
Report and gives details of the overall industry structure,
developments, performance and state of affairs of the Company's
business.

BUSINESS PERFORMANCE

With arrival of a stable, growth oriented Union Government at the helm,
environment in financial markets turned positive in May 2014. Whilst
Indian equities and bond markets turned buoyant and Indian currency
remained stable, commodities exhibited a declining to dull trend during
FY15. In spite of increasing competitive pressures, your company has
done reasonably well to expand its business volumes across all
activities. Growth wise, Institutional Equities lead the pack. Along
with business growth, relentless efforts in reducing expenses and
increasing efficiencies resulted in a sharp increase in your company's
profits and profitability.

FUTURE OUTLOOK

Indian Economy appears to be on the verge of bottoming out which should
abode well for buoyancy in financial markets. It will be our endeavor
to convert this optimism in growth of knowledge driven activities while
continue consolidating in others. We have invested in asset classes,
which are expected to ride an economic growth to create wealth. After a
declining trend over last three years, costs may increase going
forward.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE

The Details of the number of Board Meetings and Audit Committee
Meetings of your Company are set out in the Corporate Governance Report
which forms part of this Report.

DIRECTORS

Appointment of Mr. Nikunj Pachisia as Whole Time Director, Mrs. Manju
Pachisia, as Non- Executive Directors and Mr. Ravi Todi, Mr. Kishore
Bhimani and Mr. Subrata Kumar Mitra, as Independent Directors were
confirmed by the members at the Annual General Meeting held on 27th
September 2014.

During the year Mr. Rajesh Pachisia, Managing Director and Mr. Girdhari
Lal Sultania, Independent Director resigned from the Board of the
Company. The Board expresses its gratitude for their valuable
contribution.

Apart from this, there were no changes in the Directors or Key
Managerial Personnel during the year.

Mrs. Manju Pachisia, Non-Executive Director, retires by rotation at the
ensuing Annual General Meeting of the Company and being eligible,
offers herself for re-appointment.

Mr. Naresh Pachisia, was re-appointed as a Managing Director of the
Company for three years w.e.f. 1st April 2012. The Board has on the
recommendation of the Nomination and Remuneration Committee,
re-appointed him as Managing Director for another term of 3 years
w.e.f. 1st April 2015, on the terms and conditions including
remuneration set out in the agreement with him and subject to approval
of Members.

All Independent Directors have submitted their declaration of
independence, as required pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section(6) and Clause 49 of the Listing Agreement.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules
issued there under and Clause 49 of the Listing Agreement, the Board of
Directors on recommendation of the Nomination and Remuneration
Committee, have evaluated the effectiveness of the Board/Director(s)
for the Financial Year 2014-15.

CORPORATE GOVERNANCE REPORT

Your Company has always striven to maintain the highest standards of
Corporate Governance. All the stipulations set out in the Listing
Agreement have been adhered to by your Directors. A Report on Corporate
Governance and a Certificate from the Auditors of the Company, M/s.
G.P. Agrawal & Co., confirming compliance of Corporate Governance is
annexed to this Report.

AUDITORS AND AUDITORS REPORT

a) Statutory Auditors

M/s. G.P. Agrawal & Co., Chartered Accountants, Kolkata, Statutory
Auditors of your Company retires at the conclusion of ensuing Annual
General Meeting. A letter from them has been received to the effect
that their reappointment, if made, will be in accordance with the
provisions of section 139 & 141 of the Act, and are eligible for
re-appointment. Audit Committee and the Board have recommended their
reappointment.

The remarks as contained in the Auditor's Report read with Notes
forming part of the accounts are self-explanatory.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Kaushik Sonee,
Practicing Company Secretary to conduct the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed to this report as
"Annexure B". The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form
MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, is
annexed to this report as "Annexure C".

RELATED PARTY TRANSACTIONS (RPT)

During the financial year 2014-2015, your company has entered into
transaction with related party which were in the ordinary course of
business and on arm's length basis, details of which are provided in
Note No. 22.6 which forms an integral part of this annual report. The
Form AOC 2 pursuant to Sec-134(3)(h) of the Companies Act, 2013 read
with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as
"Annexure D" to this report. The policy on Related Party transaction
has been devised by your Company for determining the materiality of
transaction with Related Parties and dealing with them.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans and Guarantees in terms of
provisions of Section 186 of the Companies, Act 2013. The details of
Investments made are given under Note No. 8 of Annual Accounts.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules issued there under and
Clause 49 of the Listing Agreement, Nomination and Remuneration Policy
of the Company has been formulated on the recommendations of the
Nomination and Remuneration Committee. The Nomination and Remuneration
Policy, covering the policy on appointment and remuneration of
Directors and other matters have been outlined in the Corporate
Governance Report which forms part of this Report.

The information as required under the provisions of Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed to this report as "Annexure E".

There any no employees employed throughout the financial year and in
receipt of remuneration of Rs. 60 lacs or more, or employed for part of
the year and in receipt of Rs. 5 lacs or more a month, to be reported
under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

EMPLOYEE STOCK OPTION PLAN:

During the year none of the employees of the Company have exercised
their stock options granted under the SKP ESOP PLAN 2010. The
Disclosure pursuant to the provisions of Securities and Exchange Board
of India (Employees Stock Option Scheme and Employee Stock Option
Purchase Scheme) guidelines, 1999 in the respect of Employee Stock
Option plan is annexed to this report as "Annexure F".

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
Your Company has implemented an integrated risk management approach
through which it reviews and assesses significant risks on a regular
basis to help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk
management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which
threaten the existence of your Company.

VIGIL MECHANISM

The Company has a well established whistle blower policy as part of
vigil mechanism for Directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. This mechanism also
provides for adequate safeguards against victimization of
Director(s)/employee(s) who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee.

SIGNIFICANT/MATERIAL ORDERS PASSED By The REGuLATORS

There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operations in future.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial controls
are adequate and are operating effectively so as to ensure orderly and
efficient conduct of business operations.

The Audit Committee in consultation with the internal auditors
formulates the scope, functioning, periodicity and methodology for
conducting the internal audit. Based on the internal audit report and
review by the Audit committee, process owners undertake necessary
actions in their respective areas.

The Board has also put in place requisite legal compliance framework to
ensure compliance of all the applicable laws and that such systems are
adequate and operating effectively.

The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014,
is annexed to this report as "Annexure G".

LISTINGS

The equity shares of the company are listed on BSE Ltd, to which your
company has paid the Listing Fees.

Directors Responsibility Statement:

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the
Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;

b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;

c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern
basis; and

e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.

f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

GRATITUED & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates,
principals, bankers, regulators, exchanges, depositories, and
shareholders for their valuable contribution towards the progress of
the Company. Your Directors particularly wish to place on record their
sincere appreciation of the best efforts put in by the employees at all
levels, but for which, the Company could not have achieved what it did
during the year under review.

Provision for Tax
(including Deferred Tax Liability)
for the year 14.01 12.46

Tax adjustment for earlier year 18.09 -

Profit After Tax 11.72 82.58

Appropriations - -

Transferred to General Reserve - 5.00

Proposed Dividend - 56.15

Tax on Proposed Dividend - 9.11

Earning Per Share (Rs.) 0.21 1.47

Net Worth 2211.39 2199.67

Dividend

Due to inadequacy of profits, your Directors do not recommend any
dividend for the year.

Business Performance

Business environment in capital markets continued to be challenging
during 2013-2014. Equity debt, currency and money markets,all faced
major headwinds in July-August 2013, shaking investor confidence,
portfolio values and business turnover, all taking a long time to
recover. Increasing competition and structural regulatory changes is
making business conditions more challenging. We have continued to
consolidate our operations, as reflected in our reduced expenditure,
expected to help us improve our efficiency and profitability in future.

Subsidiary company

SKP Commodities Ltd, a subsidiary, reported a Profit before Tax of Rs.
2.83 Lacs. However, after making a Provision of Tax including tax for
earlier year amounting to Rs. 4.03 Lacs, Loss after Tax was Rs. 1.20 Lacs.

Consolidated Financial Statements

In compliance with the Accounting Standards 21 of the Companies
(Accounting Standards) Rules, 2006 and pursuant to the Listing
Agreement with the stock exchanges, the consolidated financial
statements form a part of this Annual Report.

Future Outlook

Political stability after the recent General Elections in India augurs
well for the economy, business environment and financial markets,
making us cautiously optimistic for our business. While making efforts
to expand business, we shall keep an eye on improving efficiency and
rationalizing costs.

Corporate Governance

Your Company has always striven to maintain the highest standards of
Corporate Governance. All the stipulations set out in the Listing
Agreement have been adhered to by your Directors. A Report on Corporate
Governance and a Certificate from the Auditors of the Company, M/s. G.
P. Agrawal & Co., confirming compliance of Corporate Governance is
annexed to this Report.

Auditors'' Report

All the items on which the Auditors have commented in their report are
self-explanatory.

Directors

In light of the provisions of article 121 of the Articles of
Association, Mr. Naresh Pachisia has now become a retiring director.
Thus, Mr. Naresh Pachisia retires from the Board by rotation this year
and being eligible, offers himself for re-appointment. The information
as required to be disclosed under clause 49 of the listing agreement in
case of re-appointment of director is provided in the Notice of the
ensuing Annual General Meeting.

In terms of Sections 149, 152, Schedule IV and other applicable
provisions, if any, of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014, the
Independent Directors can hold office for a term of up to five (5)
consecutive years on the Board of Directors of your Company and are not
liable to retire by rotation. Accordingly, it is proposed to appoint
Mr. Girdhari Lal Sultania, Mr, Subrata Kumar Mitra, Mr. Ravi Todi and
Mr. Kishore Bhimani as Independent Directors of your Company to hold
office for five consecutive years from the conclusion of this Annual
General Meeting, up to 29th Annual General Meeting of the Company to be
held in the calendar year 2019.

As required under the said Act and the Rules made there under, the same
is now put up for approval of shareholders at the ensuing Annual
General Meeting. Necessary details have been annexed to the Notice of
the meeting in terms of section 102(1) of the Companies Act, 2013.

The Independent Directors have submitted the declaration of
independence, as required pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section(6).

Listings

The equity shares of the company are listed on The Bombay Stock
Exchange Ltd, to which your company has paid the Listing Fees.

Auditors

M/s G. P Agrawal& Co, Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the forthcoming Annual General
Meeting of the Company and, being eligible, offer themselves for
reappointment. Your Directors on the recommendation of the Audit
Committee, have recommended their re-appointment for a term of one year
in accordance with Section 139 of the Companies Act, 2013.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies
Act 1956, during the year.

Employee Stock Option Plan:

During the year none of the employees of the Company have exercised
their stock options granted under the SKP ESOP PLAN 2010. The
Disclosure pursuant to the provisions of Securities and Exchange Board
of India (Employees Stock Option Scheme and Employee Stock Option
Purchase Scheme) guidelines, 1999 in the respect of Employee Stock
Option plan is given in the Annexure to this Report.

The information relating to energy conservation, technology absorption
and foreign exchange earnings and outgo as required to be disclosed
under section 217 (1) (e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure forming part of this
Report.

Information under section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975

As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended, the names and other particulars of employees are as
under:

Director''s Responsibility Statement

As required by sub-section (2AA) of section 217 of the Companies Act,
1956, directors state:

i. in the preparation of annual accounts, all applicable accounting
standards have been followed with proper explanations relating to
material departures.

ii. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on March 31, 2014 and of the profit of the Company
for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provision of the
Act so as to safeguard the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. the directors have approved the annual accounts on a going concern
basis.

Acknowledgement

The Board expresses its deep gratitude to the clients, business
associates, principals, bankers, regulators, exchanges, depositories,
and shareholders for their valuable contribution towards the progress
of the Company. Your Directors particularly wish to place on record
their sincere appreciation of the best efforts put in by the employees
at all levels, but for which, the Company could not have achieved what
it did during the year under review.

The Directors have pleasure in presenting the Twenty Third Annual
Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year
ended March 31, 2013.

Financial Highlights

(In Lacs)

Particulars Financial Year
2012-2013 2011-2012

Total hicome 1012.02 2573.09

Total Expenditure 882.67 1424.31

Operational Profit 129.35 1148.78

Depreciation 34.29 55.18

Ir-&Before Tax 95.06 1093.60

Pulsion for Tax (including
Deferred Tax Liabiirry 12.47 333.82

Profit After Tax 82.59 759.78

Appropriations

Special Dividend 112.30

Tax on Special Dividend 18.22

Transferred to General Reserve 5.00 50.00

Proposed Dividend 56.15 56.15

Tax on Proposed Dividend 9.53 9.11

Earning Per Share (Rs.) 1.47 13.53

Ife Tworth 2199.67 2182.76

Dividend

Your Directors take pleasure in recommending payment of a dividend of
10% (Rs. 1 per share) for the year 2012- 13, subject to the approval of
shareholders.

Business Performance

Global and domestic macro economic/ political headwinds continue to
have an adverse impact on the financial markets in India. Amidst
dwindling investor interest, Equity Markets faced continued low
turnover. Increasing competition and structural regulatory changes in
recent years have made business conditions quite challenging. We have
consolidated our operations, which are clearly reflected in our reduced
expenditure and will help us improve our efficiency and profitability
in the future. Efforts are continuously on in investment banking and
corporate advisory services, and depending upon success like in the
previous year, we may be able to do better in future.

Future Outlook

In this challenging environment, which may continue for some more time
before bottoming out, your company will further consolidate its
operations, rationalize costs, improve efficiency and profitability on
one hand, while finding new ways of expanding its business on the
other.

Corporate Governance

Your Company has always striven to maintain the highest standards of
Corporate Governance. All the stipulations set out in the Listing
Agreement have been adhered to by your Directors. A Report on Corporate
Governance is attached to this report as per statutory requirements. A
Certificate from the Auditors of the Company, M/s. G.P. Agrawal & Co.,
confirming the compliance of conditions of Corporate Governance is
annexed to this Report.

Auditors'' Report

All the items on which the Auditors have commented in their report are
self- explanatory.

Directors

Mr. Kishore Bhimani, Director, retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible offers himself for
re-appointment.

Listings

The equity shares of the company are listed on The Bombay Stock
Exchange Ltd.

Auditors

The Auditors, M/s G.P Agrawal & Co, Chartered Accountants, retire at
the ensuing AGM and, being eligible, offer themselves for
re-appointment. Certificate from the Auditors has been obtained to the
effect that their re- appointment, if made, would be within the limits
prescribed under section 224(lB)ofthe Companies Act, 1956.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies
Act 1956, during the year.

Employee Stock Option Plan:

During the year none of the employees of the Company have exercised
their stock options granted under the SKP ESOP PLAN 2010. The
Disclosure pursuant to the provisions of Securities and Exchange Board
of India (Employees Stock Option Scheme and Employee Stock Option
Purchase Scheme) guidelines, 1999 in the respect of Employee Stock
Option plan is given in the Annexure to this Report.

Your Company not being a Manufacturing Company, the provisions relating
to measures for conservation of energy and reduction of energy
consumptions are not applicable. No comment is being made on technology
absorption considering the nature of activities undertaken by your
Company during the period under review.

Expenditure incurred in Foreign Currency during the year Rs. 56,180/-

Director''s Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors
state that:

i. in the preparation of annual accounts, all applicable accounting
standards have been followed with proper explanations relating to
material departures.

ii. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on March 31, 2013 and of the profit of the Company
for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provision of the
Act so as to safeguard the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. the directors have approved the annual accounts on a going concern
basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients,
business associates, principals, bankers, regulators, exchanges,
depositories, and shareholders for their valuable contribution towards
the progress of the Company. Your Directors particularly wish to place
on record their sincere appreciation of the best efforts put in by the
employees at all levels, but for which, the Company could not have
achieved what it did during the year under review.

Registered Office: For and on behalf of the Board

Chatterjee International Centre

33A, J L. Nehru Road, Level 21 Naresh Pachisia

Kolkata 700 071 Managing Director

Dated: April 28, 2013

Mar 31, 2011

The Directors have pleasure in presenting the Twenty First Annual
Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year
ended March 31, 2011.

Financial Highlights

(in Rs. Lacs)
Particulars Financial Year
2010-2011 2009-2010

Total Income 1473.11 1478.88

Total Expenditure 1269.37 1114.64

Operational Profit 203.74 364.24

Depreciation 55.13 63.91

Profit Before Tax 148.61 300.33

Provision for Tax
(including Deferred Tax Liability) 48.10 102.02

Profit After Tax 100.51 198.31

Appropriations

Transferred to General Reserve 10.00 40.00

Proposed Dividend 56.15 56.15

Tax on proposed Dividend 9.32 9.54

Earning Per Share (Rs.) 1.79 3.53

Net Worth 1618.75 1583.72

Dividend

Your Directors take pleasure in recommending payment of a dividend of
10 % (Re. 1 per share) for the year 2010- 11, subject to the approval
of shareholders.

Business Performance

The year started on a buoyant note and accelerated further in the 3rd
Quarter, fuelled by FII inflows taking the stock indices close to the
previous peak. However, a multitude of negative news flow sharply
brought down The markets followed by dull and range bound conditions
With memories of the previous market bust fresh in their minds and
influenced by negative news flow, the sharp volatility and range bound
markets kept investors away from the markets or a luke warm response
was witnessed. Rising interest rates kept the debt markets unattractive
as well.

In this backdrop, your company has done reasonably well to maintain the
topline at previous years level. Having taken a cautious approach
towards growth amidst uncertain macroeconomic environment, frequent
game changing regulatory changes and severe competitive pressure in a
static business environment helped. Having a diversified portfolio of
products and customer segments has also helped. A better performance
by institutional broking, wealth advisory and distribution verticals
made up for lower income in retail broking. The bottomline would have
been slightly better than the previous year, but for the write off of
some client receivables as bad debts.

Future Outlook

Continued high inflation, rising interest rates and range bound markets
with low volumes will continue to hinder performance and growth in the
short term. But we shall continue to seek opportunities to grow. A
rising Indian Economy, leaving higher investible surplus in the hands
of individuals and low penetration of products and service providers
will continue to create good business opportunities for companies like

SKP and we shall gear to avail such opportunities, albeit cautiously.
To counter the competitive forces, we shall experiment with new
business models and product delivery adding more value to customers
across larger geographies, making requisite investments in human
resources, marketing & brand building and technology. We may also enter
new but related services. We are fully geared up for availing all
growth opportunities - organic or inorganic.

Corporate Governance

Your Company has always striven to maintain the highest standards of
Corporate Governance. All the stipulations set out in the listing
agreement have been adhered to by your Directors. A Report on Corporate
Governance is attached to this report as per statutory requirements. A
Certificate from the Auditors of the Company, M/s. U.S. Agarwal &
Associates, confirming the compliance of conditions of Corporate
Governance is annexed to this Report.

Auditors Report

All the items on which the Auditors have commented in their report are
self- explanatory.

Directors

In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the company, Shri S.K. Mitra and Shri
Sanjay Chamria, Directors of the company, retire by rotation at the
ensuing Annual General Meeting and are eligible for reappointment.
Whilst Shri S K Mitra has offered himself for reappointment, Shri
Sanjay Chamria has expressed his desire not to seek re- election
because of his other pressing commitments. The Board of Directors while
appreciating his difficulties, feels that the company would be deprived
of his wise counsel and placed on record, its sincere appreciation of
the valuable services rendered by Shri Chamria during the long years of
his association with the company and wish him the best for his future
endeavors.

Listings

The equity shares of the company are listed on The Bombay Stock
Exchange Ltd.

Auditors

The Statutory Auditors, M/s U S Agarwal & Associates, Chartered
Accountants, (Registration no. 314213E) retire at the ensuing Annual
General Meeting, after a long association of 21 years with the company.
M/s G.P. Agrawal & Co, Chartered Accountants (Registration no.
302082E) have expressed their willingness to act as Statutory Auditors
of the company and have certified that their appointment if made will
be in accordance with the limits specified in Sec 224(1B) of the
Companies Act, 1956.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies
Act 1956, during the year.

Employee Stock Option Plan:

Under The SKP ESOP PLAN 2010, the company has granted stock options to
some of its employees and after the approval of the Remuneration
Committee of the Board of Directors has approved the same. The
Disclosure pursuant to the provisions of Securities and Exchange Board
of India (Employee Stock Option Scheme and Employee Stock Option
Purchase Scheme) Guidelines, 1999 in the respect of Employee Stock
Option plan is given in the Annexure to this Report.

Your Company not being a Manufacturing Company, the provisions relating
to measures for conservation of energy and reduction of energy
consumptions are not applicable. No comment is being made on technology
absorption considering the nature of activities undertaken by your
Company during the period under review.

Expenditure incurred in Foreign Currency during the year Rs 69,059.

Information under section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975

As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended, the names and other particulars of employees are as
under:

In accordance with the Companies (Amendment) Act, 2000, the Directors
state that:

i. in the preparation of annual accounts, all applicable accounting
standards have been followed with proper explanations relating to
material departures.

ii. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on March 31, 2011 and of the profit of the Company
for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provision of the
Act so as to safeguard the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. the directors have approved the annual accounts on a going concern
basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients,
business associates, principals, bankers, regulators, exchanges,
depositories, and shareholders for their valuable contribution towards
the progress of the Company. Your Directors particularly wish to place
on record their sincere appreciation of the best efforts put in by the
employees at all levels, but for which, the Company could not have
achieved what it did during the year under review.

The Directors have pleasure in presenting the Twentieth Annual Report
and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended
March 31, 2010.

Financial Highlights

Financial Year

Particulars (in Rs Lacs)

2009-2010 2008-2009

Total Income 1478.88 978.04

Total Expenditure 1114.64 919.78

Operational Profit 364.24 58.26

Depreciation 63.91 53.49

Profit Before Tax 300.33 4.77

Provision for Tax

(including Deferred Tax Liability) 102.02 (3.97)

Profit After Tax 198.3T 8.74

Appropriations

Proposed Dividend 56.15 0.00

Dividend Distribution Tax 9.54 0.00

Transferred to General Reserve 40.00 0.00

Laming Per Share (Rs.) 3.53 0.16

Net Worth 1583.72 1450.70

Dividend

Your Directors take pleasure in recommending payment of a dividend of
10 % (Re. 1 per share) for the year 2009- 10, subject to the approval
of shareholders.

Business Performance

From the confidence shaking sharp fall and lows of previous year,
Indian Capital Markets made a handsome recovery during the year,
catching almost everyone off guard. Memories of painful losses in the
recent past were fresh, making investors and traders generally remain
cautious during the year, resulting in low volumes, quite
uncharacteristic of booming markets. Structural changes made in the
mutual funds industry during the year were game changers for the mutual
funds advisory and distribution business, necessitating a difficult to
implement new business model.

In this backdrop, after a nightmarish previous year (2008-2009), SKP
has done reasonably well during 2009-2010. The reverse gear of
downsizing of operations applied in the previous year, were changed to
neutral in July 2009, with cost rationalisation efforts continuing. By
January 2010, forward gear was applied to resume SKPs growth
initiatives, keeping an eye on profitability for shareholders interest.

Income and profitability across almost all verticals recovered. Size of
broking business, encompassing equities, derivatives, currency futures
and commodities futures (through subsidiary company viz. SKP
Commodities Ltd), improved to about 19000 clients and over 13000 demat
account holders being served from over 300 business outlets. Our
equity research prowess and IT systems were enhanced to serve the
clients better. Assets Under Management in mutual funds continues to be
around Rs.1000 Crores, enlarging our investor base to almost 200000
investor accounts. We were also engaged in the distribution of private
equity funds, bonds, fixed deposits, etc.

Future Outlook

A rising Indian economy, leaving higher investible surplus in the hands
of individuals and low penetration of service providers, will continue
to create good business opportunities for companies like SKP and we are
gearing well to avail such opportunities, inspite of severe
competition. SKP is back in growth mode albeit cautiously across
products, value addition to clients, and geographies with suitable
changes being made in product delivery and business models. Required
investments will continue to be made in human resources, information
technology and systems for more efficient business processes and
superior client servicing. Special efforts will be made for brand
development, marketing and communications to support all our business
verticals, although this could have a negative impact on profitability
in the short run. We are fully geared up for availing all growth
opportunities - organic or inorganic.

Corporate Governance

Your Company has always striven to maintain the highest standards of
Corporate Governance. All the stipulations set out in the listing
agreement have been adhered to by your Directors. A Report on Corporate
Governance is attached to this report as per statutory requirements. A
Certificate from the Auditors of the Company M/s. U.S. Agarwal &
Associates, confirming the compliance of conditions of Corporate
Governance is annexed to this Report.

Auditors Report

All the items on which the Auditors have commented in their report are
self- explanatory.

Directorate

In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the company, Mr. Kishore Bhimani, Director
of the company, retires by rotation at the ensuing Annual General
Meeting and is eligible for reappointment.

Listings

The equity shares of the company are listed on The Bombay Stock
Exchange Ltd. The companys pending request for voluntary de-listing at
Calcutta Stock Exchange (CSE) has finally been approved by CSE and the
companys shares are no longer listed on CSE.

Auditors

The Auditors, M/s U S Agarwal & Associates, Chartered Accountants,
retire and being eligible, offer themselves for re-appointment as the
statutory auditors of the Company pursuant to Section 224 of the
Companies Act, 1956.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies
Act 1956, during the year.

Your Company not being a Manufacturing Company, the provisions relating
to measures for conservation of energy and reduction of energy
consumptions are not applicable. No comment is being made on technology
absorption considering the nature of activities undertaken by your
Company during the period under review. Expenditure incurred in
Foreign Currency during the year Rs.63431.00

Information under section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975

As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended, the names and other particulars of employees are as
under:

Name Designation Qualification Age Joining
Date

Naresh Managing B Com 47 Since

Pachisia Director CFP Incorporation
Rajesh Managing B Com 44 Since

Pachisia Director CFP Incorporation

Name Experience Gross Previous
(Years) Remuneration Employment
(R.S)

Naresh
Pachisia 28 1,950,000 -

Rajesh
Pachisia 26 1,950,000 -

Directors Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors
state that:

i. in the preparation of annual accounts, all applicable accounting
standards have been followed with proper explanations relating to
material departures.

ii. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on March 31, 2010 and of the profit of the Company
for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provision of the
Act so as to safeguard the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. the directors have approved the annual accounts on a going concern
basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients,
business associates, principals, bankers, regulators, exchanges,
depositories, and shareholders for their valuable contribution towards
the progress of the Company. Your Directors particularly wish to place
on record their sincere appreciation of the best efforts put in by the
employees at all levels, but for which, the Company could not have
achieved what it did during the year under review.